UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Better Home &
Finance Holding Company
(Name of Issuer)
Class A Common Stock
(Title of Class of
Securities)
08774B102
(CUSIP Number)
| 3 World Trade Center, 175 Greenwich Street,
57th Floor, New York, NY 10007, (646) 839-0086 |
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Copies of Communications to:
Carl Marcellino
Daniel Forman
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036-8704
(212) 596-9000
August 22, 2023
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| 1 |
NAMES OF REPORTING PERSON:
Novator Capital Sponsor Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨
(b) x |
| 3 |
SEC
USE ONLY: |
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS): WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cyprus |
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER:
49,813,215(1) |
| 8 |
SHARED VOTING POWER:
0 |
| 9 |
SOLE DISPOSITIVE POWER:
49,813,215(1) |
| 10 |
SHARED DISPOSITIVE POWER:
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
49,813,215(1) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
52.3%(2) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO |
(1) The reported shares include (i) 45,808,186 shares of
Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of Better Home &
Finance Holding Company (f/k/a Aurora Acquisition Corp., the “Issuer”); and (ii) 4,005,029 shares of Class A
Common Stock issuable upon the exercise of warrants to purchase Class A Common Stock of the Issuer (the “Warrants”).
Each Warrant will be exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment,
on September 21, 2023, 30 days after August 22, 2023, the closing date of the business combination (the “Business Combination”),
described in the registration statement on Form S-4 (File No. 333-258423) filed by the Issuer and declared effective by the
Securities and Exchange Commission (the “SEC”) on July 27, 2023. The Warrants expire on August 22, 2028,
five years after the completion of the Business Combination.
(2) Based on 91,300,735 shares of Class A Common Stock outstanding
as reported on the Issuer’s Current Report on Form 8-K, filed with the SEC on August 28, 2023, plus the 4,005,029 shares
of Class A Common Stock issuable upon exercise of the Warrants held by the Reporting Persons.
| 1 |
NAMES OF REPORTING PERSON:
Thor Björgólfsson |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨
(b) x |
| 3 |
SEC
USE ONLY: |
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS): WC |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Iceland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER:
49,813,215(1)(2) |
| 8 |
SHARED VOTING POWER:
0 |
| 9 |
SOLE DISPOSITIVE POWER:
49,813,215(1)(2) |
| 10 |
SHARED DISPOSITIVE POWER:
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
49,813,215(1)(2) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
52.3%(3) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
(1) The reported shares include (i) 45,808,186 shares of
Class A Common Stock; and (ii) 4,005,029 Warrants. Each Warrant will be exercisable to purchase one share of Class A Common
Stock at a price of $11.50 per share, subject to adjustment, on September 21, 2023, 30 days after August 22, 2023, the closing
date of the Business Combination described in the registration statement on Form S-4 (File No. 333-258423) filed by the Issuer
and declared effective by the SEC on July 27, 2023. The Warrants expire on August 22, 2028, five years after the completion
of the Business Combination.
(2) The securities are held directly by Novator Capital Sponsor
Ltd. (the “Sponsor”), and Thor Björgólfsson may have dispositive and voting control over those securities.
The Sponsor is wholly owned by BB Trustees SA, as trustee of the irrevocable discretionary trust known as The Future Holdings Trust for
which BB Trustees SA acts as trustee; the directors of such trust are Nicolas Killen, Jan Rottiers and Arnaud Cywies.
(3) Based on 91,300,735 shares of Class A Common Stock outstanding
as reported on the Issuer’s Current Report on Form 8-K, filed with the SEC on August 28, 2023, plus the 4,005,029 shares
of Class A Common Stock issuable upon exercise of the Warrants held by the Reporting Persons.
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment
No. 1”) amends and supplements the original Schedule 13D filed on March 18, 2021 (the “Original Schedule
13D”, and together with Amendment No. 1, the “Schedule 13D”) relating to shares of Class A common
stock, par value $0.0001 per share (the “Class A Common Stock”), of the Issuer, Better Home & Finance
Holding Company, a Delaware corporation, formerly Aurora Acquisition Corp., a Cayman Islands exempted company. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
On August 22, 2023 (the “Closing
Date”), the Issuer consummated its business combination pursuant to the terms of the Agreement and Plan of Merger, dated as
of May 10, 2021, as amended as of October 27, 2021, November 9, 2021, November 30, 2021, August 26, 2022, February 24,
2023 and June 23, 2023 (the “Merger Agreement”) by and among the Issuer, Better and Aurora Merger Sub I, Inc.
a Delaware corporation and wholly owned subsidiary of the Issuer (“Merger Sub”). On August 21, 2023, as contemplated
by the Merger Agreement, the Issuer filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the
necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary
of State of the State of Delaware, under which the Issuer was transferred by way of continuation from the Cayman Islands and domesticated
as a Delaware corporation, changing its name to “Better Home & Finance Holding Company” (the “Domestication”).
Following the Domestication, on August 22, 2023, as contemplated by the Merger Agreement, Merger Sub merged with and into Better,
with Better surviving the merger, and Better merged with and into the Issuer, with the Issuer surviving the merger. In connection with
the consummation of the Business Combination, the Issuer’s Class A ordinary shares and Class B ordinary shares automatically
converted into shares of Class A Common Stock on a one-for-one basis, and outstanding warrants to purchase the Issuer’s Class A
ordinary shares automatically converted into warrants to purchase Class A Common Stock.
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
This Schedule 13D relates to the Class A Common
Stock of the Issuer. The principal executive offices of the Issuer are located at 3 World Trade Center, 175 Greenwich Street, 57th
Floor, New York, NY 10007.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
| (a) | This statement is filed by (i) the Sponsor and (ii) Thor Björgólfsson (collectively,
the “Reporting Persons”). |
| (b) | The business address of the Reporting Persons is 20 North Audley Street, Mayfair, London, W1K 6LX. |
| (c) | The Sponsor is a Cyprus limited liability company, wholly owned by BB Trustees SA, as trustee of the irrevocable discretionary trust
known as The Future Holdings Trust for which BB Trustees SA acts as trustee; the directors of such trust are Nicolas Killen, Jan Rottiers
and Arnaud Cywies. Thor Björgólfsson may have dispositive and voting control over those securities held by the Sponsor as
described herein. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws. |
| (f) | The Sponsor is a Cyprus limited liability company. Mr. Björgólfsson
is a citizen of Iceland. |
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended
and supplemented to include the following:
Pre-Closing Bridge Note Purchase Agreement
On November 30, 2021, the Issuer, Better
Holdco, Inc. (“Better”), SB Northstar LP (“SoftBank”) and the Sponsor entered into a bridge
note purchase agreement (the “Pre-Closing Bridge Note Purchase Agreement”). Under the Pre-Closing Bridge Note Purchase
Agreement, SoftBank and the Sponsor funded the purchase of $750,000,000 of Pre-Closing Bridge Notes, which were convertible into either
Class A Common Stock, a new series of preferred stock of Better (as described below), or Better common stock (together, the “Pre-Closing
Bridge Conversion Shares,” as applicable) as follows: (i) upon closing of the Business Combiniation (the “Closing”),
the Pre-Closing Bridge Notes were to automatically convert into shares of Class A Common Stock at a conversion rate of one share
per $10.00 of consideration; (ii) if the Closing did not occur by December 2, 2022, the first anniversary of the closing of
the Pre-Closing Bridge Financing (the “Maturity Date”), or in the event of a Corporate Transaction or Merger Withdrawal
(each as defined in the Pre-Closing Bridge Note Purchase Agreement) prior to the Maturity Date or prior to the time when a Pre-Closing
Bridge Note could otherwise be converted pursuant to the Pre-Closing Bridge Note Purchase Agreement, the Pre-Closing Bridge Notes were
to convert into a new series of preferred stock of Better, which series would be identical to Better’s Series D Preferred Stock,
provided that the ratchet adjustment provisions relating to Better’s Series D Preferred Stock would not apply, and such series
would vote together with Better’s Series D Preferred Stock as a single class on all matters; or (iii) in the event of
a termination of the Merger Agreement (as defined below) (a) by Better, arising out of or resulting from breaches on the part of
the Issuer or the Sponsor, (b) by Better, arising out of or resulting from breaches on the part of the Issuer or any Subscriber in
connection with any Subscription Agreement (each as defined in the Pre-Closing Bridge Note Purchase Agreement) or (c) arising out
of or resulting from breaches on the part of the Issuer, SoftBank or the Sponsor in connection with the Pre-Closing Bridge Note Purchase
Agreement or any ancillary agreement, the Pre-Closing Bridge Notes would convert into shares of Better common stock.
The conversion of the Pre-Closing Bridge Notes
pursuant to the Pre-Closing Bridge Note Purchase Agreement was subject to (i) requisite approval of Better Stockholders, and (ii) the
terms and conditions of various voting and support agreements, entered into in order to take further actions with respect to, and to effectuate
the issuance of, Pre-Closing Bridge Conversion Shares. In the event that Pre-Closing Bridge Conversion Shares were issued in the form
of Class A Common Stock, the Pre-Closing Bridge Note Purchase Agreement provided for customary registration rights with respect to
such Pre-Closing Bridge Conversion Shares.
Since the Maturity Date of the Pre-Closing Bridge
Notes was December 2, 2022, the Pre-Closing Bridge Notes became, by their terms, automatically convertible into Pre-Closing Bridge
Conversion Shares. However, in connection with the First Novator Letter Agreement (as defined below), the Maturity Date of the Pre-Closing
Bridge Notes held by the Sponsor was extended to March 8, 2023, subject to SoftBank consenting to extending the maturity of its Pre-Closing
Bridge Notes accordingly. Since such consent was not received from SoftBank and Better did not amend its certificate of incorporation
to facilitate such conversion, the Pre-Closing Bridge Notes held by the Sponsor and SoftBank did not convert. Better and the Sponsor subsequently
entered into the Deferral Letter Agreement (as defined below), pursuant to which the Maturity Date of the Pre-Closing Bridge Notes held
by the Sponsor was deferred to September 30, 2023. Additionally, as described further below, both the First Novator Letter Agreement
and the Second Novator Letter Agreement included additional exchange features that permitted the Sponsor to exchange its Pre-Closing Bridge
Notes at different price levels.
First Novator Letter Agreement
On August 26, 2022, the Issuer, Better and
the Sponsor entered into a letter agreement (the “First Novator Letter Agreement”) to extend the maturity date of the
Pre-Closing Bridge Notes held by the Sponsor to March 8, 2023, subject to SoftBank consenting to extending the maturity of its Pre-Closing
Bridge Notes accordingly. Furthermore, pursuant to the First Novator Letter Agreement, subject to Better receiving requisite shareholder
approval therefor (which Better obtained), the parties agreed that, if the Business Combination had not been consummated by the maturity
date of the Pre-Closing Bridge Notes, the Sponsor would have the option, without limiting its rights under the Pre-Closing Bridge Note
Purchase Agreement, to alternatively exchange its Pre-Closing Bridge Notes as follows: (x) $75 million of its $100 million aggregate
principal amount of Pre-Closing Bridge Notes would be exchanged for newly issued shares of Better Class B common stock at a price
per share reflecting a 75% discount to a $6.9 billion pre-money equity valuation of Better and (y) the remaining $25 million of the
Sponsor’s bridge notes would be exchanged for Better preferred stock at price per share reflecting a $6.9 billion pre-money equity
valuation of Better. As the extended maturity date has passed and the Business Combination had not been consummated as of the extended
maturity date, the Sponsor would have the alternative exchange options described in the First Novator Letter Agreement. The conversion
terms of the Pre-Closing Bridge Notes held by SoftBank were not modified by the terms of the First Novator Letter Agreement nor did SoftBank
consent to the extension under the First Novator Letter Agreement.
Second Novator Letter Agreement
On February 7, 2023, the Issuer, Better and
the Sponsor entered into a letter agreement (the “Second Novator Letter Agreement”) pursuant to which, subject to Better
receiving requisite shareholder approval therefor (which Better obtained), the parties agreed that, if the Business Combination had not
been consummated by the maturity date of the Pre-Closing Bridge Notes (as deferred by the Deferral Letter Agreement), the Sponsor would
have the option, without limiting its rights under the Pre-Closing Bridge Note Purchase Agreement or First Novator Letter Agreement, to
alternatively exchange its Pre-Closing Bridge Notes as follows: (x) for a number of shares of Better preferred stock at a conversion
price that represents a 50% discount to the $6.9 billion pre-money equity valuation of Better or (y) for a number of shares of Better
Class B common stock at a price per share that represents a 75% discount to the $6.9 billion pre-money equity valuation of Better.
The conversion terms of the Pre-Closing Bridge Notes held by SoftBank were not modified by the terms of the Second Novator Letter Agreement.
Deferral Letter Agreement
On February 7, 2023, Better and the Sponsor
entered into a letter agreement (the “Deferral Letter Agreement”) to defer the maturity date of the Pre-Closing Bridge
Notes held by the Sponsor until September 30, 2023. Following the expiration of this deferral period, the Pre-Closing Bridge Notes
held by the Sponsor may be exchanged or converted in accordance with the terms of the Pre-Closing Bridge Notes, the First Novator Letter
Agreement or the Second Novator Letter Agreement, as applicable. The conversion terms of the Pre-Closing Bridge Notes held by SoftBank
were not modified by the terms of the Deferral Letter Agreement.
Limited Waiver to Insider Letter Agreement
On February 23, 2023, the Issuer, Better,
Sponsor, and the Insiders party to the Amended and Restated Insider Letter Agreement entered into a limited waiver (the “Limited
Waiver”). The Limited Waiver waived the provision restricting the redemption of the Issuer’s Class A ordinary shares
as it applies to the Sponsor to the limited extent required to allow the redemption of up to an aggregate of $17 million worth of the
Issuer’s Class A ordinary shares underlying the Issuer’s private units held by it in connection with a vote to extend
the deadline by which the Issuer had to complete an initial business combination from March 8, 2023 to September 30, 2023 (the
“Extension”). As consideration for the Limited Waiver, Sponsor agreed (a) if the Business Combination was completed
on or before September 30, 2023, to subscribe for and purchase, on the closing date of the Business Combination, shares of Class A
Common Stock for aggregate cash proceeds to Better equal to the actual aggregate amount of shares redeemed by Sponsor in connection with
the Limited Waiver at a purchase price of $10.00 per share; or (b) if the Business Combination was not completed by such date, to
subscribe for and purchase for $35 million aggregate cash proceeds to Better, at Sponsor’s election, (x) a number of newly
issued shares of Better’s Company Series D Equivalent Preferred Stock (as defined in the Pre-Closing Bridge Note Purchase Agreement)
at a price per share that represents a 50% discount to the $6.9 billion pre-money equity valuation of Better or (y) for a number
of shares of Better Class B common stock at a price per share that represents a 75% discount to the $6.9 billion pre-money equity
valuation of Better. The Sponsor also agreed to reimburse the Issuer for reasonable and documented expenses incurred by the Issuer in
connection with the Business Combination, up to the cash value of shares redeemed by the Sponsor pursuant to the Limited Waiver, to the
extent such expenses were not otherwise subject to reimbursement by Better pursuant to the Merger Agreement (as defined below). In connection
with the Extension, public shareholders redeemed 24,087,689 public shares and, pursuant to the Limited Waiver, the Sponsor redeemed 1,663,760
private shares for an aggregate cash balance of $263,123,592 at the Issuer’s combined annual and extraordinary general meeting on
February 24, 2023.
Consummation of Business Combination
In connection with the consummation of the Business
Combination, the Issuer’s Class A ordinary shares and Class B ordinary shares automatically converted into shares of Class A
Common Stock on a one-for-one basis, and outstanding warrants to purchase the Issuer’s Class A ordinary shares automatically
converted into warrants to purchase Class A Common Stock. Accordingly, the 636,240 Class A ordinary shares and the 3,471,946
Class B ordinary shares held by the Reporting Persons converted into 636,240 and 3,471,946 shares of Class A Common Stock and
the 4,005,029 warrants to purchase Class A ordinary shares converted into 4,005,029 warrants to purchase Class A Common Stock.
In addition, pursuant to the Limited Waiver, the Reporting Persons subscribed for 1,700,000 shares of Class A Common Stock at a price
of $10.00 per share. Finally, pursuant to the Pre-Closing Bridge Note Purchase Agreement, $100,000,000 worth of subordinated 0% bridge
promissory notes held by the Reporting Person converted into 40,000,000 shares of Class A Common Stock.
Amended & Restated Registration Rights
Agreement
At the Closing, the Issuer, certain stockholders
of Better (the “Legacy Better Stockholders”) and the Sponsor entered into an amended and restated registration rights
agreement (the “Amended and Restated Registration Rights Agreement”). Pursuant to the Amended and Restated Registration
Rights Agreement, the Issuer is required to register for resale securities held by the stockholders party thereto. The Issuer will have
no obligation to facilitate or participate in more than two underwritten offerings at the request or demand of the Sponsor or three underwritten
offerings at the request or demand of the Legacy Better Stockholders. In addition, the holders have certain “piggyback” registration
rights with respect to registrations initiated by Aurora and certain customary block trade rights. The Issuer will bear the expenses incurred
in connection with the filing of any registration statements pursuant to the Amended and Restated Registration Rights Agreement.
The Amended and Restated Registration Rights Agreement
amends and restates the registration rights agreement that was entered into by the Issuer, the Sponsor and the other parties thereto in
connection with the Issuer’s initial public offering. The Amended and Restated Registration Rights Agreement will terminate on the
earlier of (i) the tenth anniversary of the date of the Amended and Restated Registration Rights Agreement, (ii) with respect
to any holder, on the date that such holder no longer holds any Registrable Securities (as defined therein) and (iii) with respect
to any holder, at such time as Rule 144 (as defined below) or another similar exemption under the Securities Act of 1933, as amended,
is available for the sale of all such holder’s shares during a three-month period without registration, and without compliance with
the public information requirements or volume limitations under such rules and when any restrictive legends on such Registrable Securities
have been removed.
Appointment of Board Members
In accordance with Section 7.6 of the Merger
Agreement, the Sponsor had the right to appoint to two directors to serve on the board of the Issuer (the “Board”)
following the Closing. The Sponsor appointed Prabhu Narasimhan and Arnaud Massenet to the Board, which appointments were approved by the
Issuer’s shareholders at the extraordinary general meeting called for the purpose of approving the Business Combination and related
matters.
Item 7. Material to be Filed as Exhibit
Item 7 of the Schedule 13D is hereby amended
and restated in its entirety:
| Exhibit No. |
|
Description |
| 1 |
|
Securities Subscription Agreement, dated December 9, 2020 between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed by the Issuer on February 26, 2021 (File No. 333-2353106)). |
| 2 |
|
Private Placement Units Purchase Agreement, dated March 3, 2021, by and between the Issuer, the Reporting Persons, and certain other executive officers and directors of the Issuer (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by the Issuer on March 9, 2021) |
| 3 |
|
Letter Agreement, dated March 3, 2021, by and among the Issuer, its executive officers and its directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on March 9, 2021) |
| 4 |
|
Registration Rights Agreement, dated March 3, 2021, by and among the Issuer, the Reporting Persons and certain other executive officers and directors of the Issuer (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on March 9, 2021) |
| 5 |
|
Pre-Closing Bridge Note Purchase Agreement, dated as of November 30, 2021, by and between the Issuer, Better Holdco, Inc., SB Northstar LP and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on December 2, 2021). |
| 6 |
|
First Novator Letter Agreement, dated as of August 26, 2022, by and among the Issuer, Better Holdco, Inc. and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on August 29, 2022). |
| 7 |
|
Second Letter Agreement, dated as of February 7, 2023, by and among the Issuer, Better Holdco, Inc. and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on February 8, 2023). |
| 8 |
|
Deferral Letter Agreement, dated as of February 7, 2023, by and among Better Holdco, Inc. and the Sponsor (incorporated by reference to Annex I-3 to the Issuer’s Registration Statement on Form S-4 (File No. 333-258423), declared effective by the SEC on July 27, 2023. |
| 9 |
|
Limited Waiver to Amendment and Restated Letter Agreement, dated as of February 23, 2023, by and among the Issuer, the Sponsor, Better Holdco, Inc. and certain directors and officers of the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on February 23, 2023). |
| 10 |
|
Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to the Original Schedule 13D). |
SIGNATURES
After reasonable inquiry and to the best of his
or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
| Dated: August 28, 2023 |
|
| |
Novator Capital Sponsor Ltd. |
| |
|
| |
By: |
/s/ Pericles Spyrou |
| |
Name: |
Pericles Spyrou |
| |
Title: |
Director |
| |
|
| |
/s/ Thor Björgólfsson |
| |
Thor Björgólfsson |
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